SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STERLING JOHN L

(Last)

(First)

(Middle)

300 PARK BOULEVARD, SUITE 400

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [ FMBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/28/2004		M⁽¹⁾		413	A	$22.4	413	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		M⁽²⁾		998	A	$18.55	1,411	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		M⁽³⁾		1,005	A	$18.4	2,416	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		M⁽⁴⁾		2,011	A	$18.875	4,427	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		M⁽⁵⁾		2,500	A	$22.5	6,927	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		M⁽⁶⁾		2,215	A	$28.695	9,142	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		M⁽⁷⁾		2,342	A	$26.255	11,484	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		F⁽¹⁾		252	D	$0	11,232	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		F⁽²⁾		503	D	$0	10,729	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		F⁽³⁾		503	D	$0	10,226	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		F⁽⁴⁾		1,031	D	$0	9,195	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		F⁽⁵⁾		1,528	D	$0	7,667	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		F⁽⁶⁾		1,727	D	$0	5,940	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/28/2004		F⁽⁷⁾		1,670	D	$0	4,270	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								80,962	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$22.4	12/28/2004		M⁽¹⁾			413	08/19/1999	08/19/2008	Common Stock	413	$22.4	0	D
Non-Qualified Stock Option (right to buy)	$36.82	12/28/2004		A⁽⁸⁾		252		06/28/2005	08/19/2008	Common Stock	252	$0	252	D
Non-Qualified Stock Option (right to buy)	$18.55	12/28/2004		M⁽²⁾			998	02/17/2000	02/17/2009	Common Stock	998	$18.55	0	D
Non-Qualified Stock Option (right to buy)	$36.82	12/28/2004		A⁽⁸⁾		503		06/28/2005	02/17/2009	Common Stock	503	$0	503	D
Non-Qualified Stock Option (right to buy)	$18.4	12/28/2004		M⁽³⁾			1,005	02/16/2001	02/16/2010	Common Stock	1,005	$18.4	0	D
Non-Qualified Stock Option (right to buy)	$36.82	12/28/2004		A⁽⁸⁾		503		06/28/2005	02/16/2010	Common Stock	503	$0	503	D
Non-Qualified Stock Option (right to buy)	$18.875	12/28/2004		M⁽⁴⁾			2,011	05/17/2001	05/17/2010	Common Stock	2,011	$18.875	0	D
Non-Qualified Stock Option (right to buy)	$36.82	12/28/2004		A⁽⁸⁾		1,031		06/28/2005	05/17/2010	Common Stock	1,031	$0	1,031	D
Non-Qualified Stock Option (right to buy)	$22.5	12/28/2004		M⁽⁵⁾			2,500	02/21/2002	02/21/2011	Common Stock	2,500	$22.5	0	D
Non-Qualified Stock Option (right to buy)	$36.82	12/28/2004		A⁽⁸⁾		1,528		06/28/2005	02/21/2011	Common Stock	1,528	$0	1,528	D
Non-Qualified Stock Option (right to buy)	$28.695	12/28/2004		M⁽⁶⁾			2,215	02/20/2003	02/20/2012	Common Stock	2,215	$28.695	0	D
Non-Qualified Stock Option (right to buy)	$36.82	12/28/2004		A⁽⁸⁾		1,727		06/28/2005	02/20/2012	Common Stock	1,727	$0	1,727	D
Non-Qualified Stock Option (right to buy)	$26.255	12/28/2004		M⁽⁷⁾			2,342	02/19/2004	02/19/2013	Common Stock	2,342	$26.255	0	D
Non-Qualified Stock Option (right to buy)	$36.82	12/28/2004		A⁽⁸⁾		1,670		06/28/2005	02/19/2013	Common Stock	1,670	$0	1,670	D

Explanation of Responses:

1. The transaction represents the exercise of 413 stock options under the Omnibus Stock & Incentive Plan whereby 252 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 161 shares.

2. The transaction represents the exercise of 998 stock options under the Omnibus Stock & Incentive Plan whereby 503 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 495 shares.

3. The transaction represents the exercise of 1,005 stock options under the Omnibus Stock & Incentive Plan whereby 503 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 502 shares.

4. The transaction represents the exercise of 2,011 stock options under the Omnibus Stock & Incentive Plan whereby 1,031 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 980 shares.

5. The transaction represents the exercise of 2,500 stock options under the Omnibus Stock & Incentive Plan whereby 1,528 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 972 shares.

6. The transaction represents the exercise of 2,215 stock options under the Omnibus Stock & Incentive Plan whereby 1,727 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 488 shares.

7. The transaction represents the exercise of 2,342 stock options under the Omnibus Stock & Incentive Plan whereby 1,670 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 672 shares.

8. The transaction represents a reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on 12/28/04.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact for	12/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.